Risa J. Lavizzo-Mourey, M.D.
Merck & Co.About Risa J. Lavizzo-Mourey, M.D.
Independent director at Merck & Co., Inc. since 2020, age 70. She is Professor Emerita (Population Health and Health Equity) at the University of Pennsylvania and former President & CEO of the Robert Wood Johnson Foundation (RWJF), the largest U.S. healthcare-focused philanthropy. She has been elected to the National Academy of Medicine, American Academy of Arts and Sciences, and The American Philosophical Society. Independence affirmed by the Board; she serves on Merck’s Compensation & Management Development (C&MD) and Research Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert Wood Johnson Foundation | President & CEO; later President Emerita | 2003–2017; 2017–present | Led the nation’s largest health-focused philanthropy; deep management, strategy, human capital expertise |
| University of Pennsylvania | Penn Integrates Knowledge Professor of Health Equity and Health Policy; later RWJF Population Health and Health Equity Professor Emerita | 2018–2021; 2021–present | Academic leadership and health policy expertise |
External Roles
| Company/Institution | Role | Tenure | Notes / Committee roles |
|---|---|---|---|
| GE HealthCare Technologies, Inc. | Director; Lead Director; Chair of Governance Committee | 2023–present | Governance leadership at a medtech peer; potential information flow benefits |
| Intel Corporation | Director | 2018–present | Retiring May 6, 2025 |
| General Electric Company | Director (former) | 2017–2023 | Prior large-cap board experience |
| Hess Corporation | Director (former) | 2004–2020 | Energy sector oversight experience |
| Better Therapeutics | Director (former) | 2021–2023 | Digital therapeutics exposure |
Board Governance
- Committee assignments: C&MD Committee (member) and Research Committee (member); not a committee chair .
- Independence: Board determined all nominees other than the CEO are independent; all standing committees are composed solely of independent directors .
- Attendance/engagement: In 2024, Board met 6 times; C&MD 5; Research 4. All directors attended at least 75% of Board and committee meetings; all 12 nominees attended the 2024 Annual Meeting .
- Lead independent director structure and executive sessions: Independent directors met in 6 executive sessions in 2024; strong lead director mandate and authorities described in proxy .
- Related-party/Conflict review: Board reviewed transactions involving Dr. Lavizzo-Mourey’s affiliated medical/academic institutions and determined they were ordinary-course, less than 2% of either party’s revenues, and she had no role—thus immaterial under the company’s policy (no Item 404(a) disclosure required) .
- Compensation committee interlocks: None in 2024 .
- Hedging/pledging: Prohibited for directors and management under insider trading policy .
Fixed Compensation
| Element | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $120,000 | Standard non-employee director retainer |
| 2024 Fees Earned (Lavizzo-Mourey) | $120,000 | Reported in 2024 Director Compensation table |
Additional director program features:
- Committee chair/member retainers exist but she did not serve as chair in 2024 .
- Lead Director retainer applies to Lead Director (not applicable to her) .
Performance Compensation
| Element | Amount (USD) | Instrument | Vesting/Structure | Performance Metrics |
|---|---|---|---|---|
| Annual Mandatory Deferral (2024 program level) | $220,000 | Cash-settled deferred stock units (phantom shares) | Credited upon (re-)election; distributions in cash after board service ends | None; director equity is not performance-conditioned |
| All Other Compensation (Lavizzo-Mourey, 2024) | $241,000 | Includes DSU credit + matched giving | Includes $220,000 DSU credit and $21,000 charitable match | Not performance-based |
Notes:
- No stock options or PSUs are granted to non-employee directors under the program; equity is delivered via deferred stock units credited at a fixed value, not tied to performance metrics .
- Merck Foundation matching gift program matched $21,000 of her donations in 2024 (included in All Other Compensation) .
Other Directorships & Interlocks
| Company | Overlap/Interlock Considerations |
|---|---|
| GE HealthCare Technologies (Lead Director; Governance Chair) | Potential information flow on medtech supply/customer dynamics; no disclosed Merck-related person transactions; independence maintained at MRK |
| Intel Corporation (retiring May 6, 2025) | Large-cap governance expertise; technology oversight; no disclosed interlocks with MRK’s C&MD |
| Prior boards (GE Company, Hess, Better Therapeutics) | Seasoned public company oversight background |
Expertise & Qualifications
- Health policy leadership: Former RWJF President & CEO; academic leadership at University of Pennsylvania .
- Governance leadership: Lead Director and Governance Chair at GE HealthCare; broad public company board governance experience .
- Recognitions: Elected to National Academy of Medicine, American Academy of Arts and Sciences, and The American Philosophical Society .
- Fit with Merck committees: Her health policy, strategy, and human capital background aligns with C&MD oversight; scientific/health system insight supports Research Committee oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 1,000 | As of March 3, 2025 |
| Phantom Stock Units (Director deferrals) | 12,381 | Cash-settled; counted toward director ownership guideline |
| Total (Shares + Phantom Units) | 13,381 | Sum of the above |
| Ownership as % of Shares Outstanding | <1% | Each director/EO individually <1%; 2,521,758,443 shares outstanding |
| Stock Ownership Guideline | 5x annual cash retainer | To be met within five years; phantom units count toward guideline |
| Compliance Status | All directors with ≥3 years’ service have met/exceeded guideline; she has served since 2020 | Company-wide disclosure as of Dec 31, 2024 |
Policy safeguards:
- Hedging and pledging of company securities prohibited .
- Robust clawback policy (primarily executive-focused) in place; company discloses enhanced recoupment beyond Dodd-Frank for misconduct causing significant negative impact .
Governance Assessment
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Strengths
- Independent director with substantial health policy, human capital, and governance leadership; well-aligned to C&MD and Research oversight mandates .
- Strong attendance culture; Board/committees met frequently; all directors met ≥75% attendance and attended the 2024 annual meeting; active executive sessions under empowered Lead Director .
- Director pay balanced toward equity via DSUs; ownership guideline of 5x retainer with confirmed compliance for directors with ≥3 years tenure; hedging/pledging prohibited—solid alignment .
- No C&MD interlocks; independent compensation consultant (FW Cook) with no conflicts; reduces committee conflict risk .
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Potential risks/considerations
- Related-person context: She is affiliated with institutions that transact with Merck; Board determined immaterial (<2% threshold) and no director involvement—mitigates conflict concerns, but remains a monitoring item for investors focused on independence optics .
- External load: Multiple board roles (GE HealthCare leadership; Intel through May 2025) can raise time-commitment questions; however, attendance expectations were met in 2024 .
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Broader governance climate signals
- Say-on-pay support at ~94% in 2024 suggests positive shareholder sentiment toward compensation governance; C&MD oversees human capital and links sustainability to pay .
- Proactive shareholder engagement with Lead Director participation indicates strong board-investor dialogue practices .
RED FLAGS: None evident specific to Dr. Lavizzo-Mourey in 2024 disclosures; related-person transactions deemed immaterial; no hedging/pledging; no compensation committee interlocks. Continue to monitor any evolving related-party contexts tied to her academic affiliations and changes in external board commitments.